Centuri Holdings, Inc.CTRI
Centuri Holdings, Inc. Goodwill & Intangibles Disclosure
Goodwill and Intangible Assets
Changes in the carrying amount of goodwill of each of the Company’s reportable segments were as follows (in thousands):
| U.S. Gas | Canadian Operations(1) | Union Electric (2) | Non-Union Electric | Total | |||||||||||||||||||||||||
| Balances as of December 31, 2023 | $ | 58,160 | $ | 93,911 | $ | 56,499 | $ | 167,322 | $ | 375,892 | |||||||||||||||||||
| Effect of exchange rate changes | — | (7,590) | — | — | (7,590) | ||||||||||||||||||||||||
| Balances as of December 29, 2024 | $ | 58,160 | $ | 86,321 | $ | 56,499 | $ | 167,322 | $ | 368,302 | |||||||||||||||||||
Effect of exchange rate changes | — | 4,842 | — | — | 4,842 | ||||||||||||||||||||||||
| Addition from Connect acquisition | — | 22,527 | — | — | 22,527 | ||||||||||||||||||||||||
| Balances as of December 28, 2025 | $ | 58,160 | $ | 113,690 | $ | 56,499 | $ | 167,322 | $ | 395,671 | |||||||||||||||||||
(1)Net of accumulated impairment of $10.8 million as of December 28, 2025, December 29, 2024 and December 31, 2023.
(2)Net of accumulated impairment of $391.1 million as of December 28, 2025, December 29, 2024 and December 31, 2023.
In connection with the annual goodwill assessment for fiscal years 2025, 2024 and 2023, the Company performed a qualitative goodwill assessment of its reporting units. Other than the Union Electric reporting unit in fiscal year 2024 and the Riggs Distler reporting unit (now included in the Union Electric reporting unit) in fiscal year 2023, the results of the qualitative assessment did not indicate that it was more likely than not that the fair value of each reporting unit analyzed was less than the carrying value including goodwill, and no goodwill impairment was recognized.
For the Union Electric reporting unit in fiscal year 2024 and the Riggs Distler reporting unit in fiscal year 2023, management determined that triggering events occurred, and performed a quantitative assessment as of the fiscal year 2024 and 2023 assessment dates utilizing a weighted combination of the income approach (discounted cash flow method) and a market approach (guideline public company method). Under the discounted cash flow method, the Company determined fair value based on the estimated future cash flows of the reporting unit, discounted to present value using a risk-adjusted industry weighted average cost of capital, which reflects the overall level of inherent risk for the reporting unit and the rate of return an outside investor would expect to earn. Under the guideline public company method, the Company determined the estimated fair value by applying public company multiples to the reporting units’ historical and projected results, including a reasonable control premium. The public company multiples are based on peer group multiples adjusted for size, volatility and risk.
The inputs used in the fair value measurement of the reporting units was the lowest level (Level 3) inputs. The key assumptions used to determine the fair value of the reporting units during the annual impairment assessment were: (a) expected cash flow for a period of five years based on the Company’s best estimate of revenue growth rates and projected operating margins; (b) a terminal value based upon terminal growth rates; (c) a discount rate based on the Company’s best estimate of the weighted average cost of capital adjusted for risks associated with the reporting units; (d) the selection of the reporting units peer group; and (e) an implied control premium based on the Company’s best estimate of the premium that would be appropriate to convert the reporting unit value to a controlling interest basis. Recent operating performance, along with key assumptions for specific customer and industry opportunities, were also utilized during the annual impairment assessment.
For fiscal 2024, the terminal growth rate used in the assessment was 3.0%. The discount rate used in the assessment was 10.0%, and the control premium supportable by market research and available data was 15.0%. The assessment resulted in the fair value of the Union Electric reporting unit being significantly above its carrying value and no goodwill impairment was recognized.
For fiscal 2023, the terminal growth rate used in the assessment was 3.0%. The discount rate used in the assessment was 12.5%, and the control premium supportable by market research and available data was 15.0%. The assessment resulted in the fair value of the Riggs Distler reporting unit being below its carrying value. As a result, the Company recognized an impairment charge of $214.0 million in the fourth quarter of 2023. Key drivers of the impairment included the cancellation of an offshore wind project in the fourth quarter of fiscal year, as well as lower than expected earnings
during fiscal 2023. The goodwill impairment charge did not affect the Company’s compliance with its financial covenants and conditions under its credit agreements.
The Company’s definite-lived intangible assets and respective carrying values were as follows (in thousands, except for weighted average amortization periods, which are in years):
| December 28, 2025 | |||||||||||||||||||||||
| Weighted Average Amortization Period | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | ||||||||||||||||||||
| Customer relationships | 19 | $ | 414,808 | $ | (127,463) | $ | 287,345 | ||||||||||||||||
| Trade names and trademarks | 15 | 82,057 | (28,227) | 53,830 | |||||||||||||||||||
| Backlog | 0.8 | 2,481 | (413) | 2,068 | |||||||||||||||||||
| Total intangible assets | 18 | $ | 499,346 | $ | (156,103) | $ | 343,243 | ||||||||||||||||
| December 29, 2024 | |||||||||||||||||||||||
| Weighted Average Amortization Period | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | ||||||||||||||||||||
| Customer relationships | 19 | $ | 389,918 | $ | (105,218) | $ | 284,700 | ||||||||||||||||
| Trade names and trademarks | 15 | 78,955 | (22,754) | 56,201 | |||||||||||||||||||
| Total intangible assets | 18 | $ | 468,873 | $ | (127,972) | $ | 340,901 | ||||||||||||||||
Amortization expense for definite-lived intangible assets was $27.3 million, $26.6 million and $26.7 million for fiscal years 2025, 2024, and 2023, respectively.
The estimated future aggregate amortization expense of definite-lived intangible assets as of December 28, 2025 is as follows (in thousands):
| Fiscal years ended: | |||||
| 2026 | $ | 29,942 | |||
| 2027 | 27,510 | ||||
| 2028 | 27,193 | ||||
| 2029 | 27,193 | ||||
| 2030 | 26,834 | ||||
| Thereafter | 204,571 | ||||
| Total | $ | 343,243 | |||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 26, 2026 | Showing above |
| 2024 | Feb 26, 2025 | |
About Goodwill & Intangibles Disclosures
Goodwill and intangible asset disclosures reveal the premium paid in acquisitions and how management assesses whether that premium retains its value. Since goodwill is no longer amortized under US GAAP, the annual impairment test is the only mechanism that adjusts carrying values downward — making the assumptions behind that test critically important for investors.
Key signals: a history of goodwill impairments suggests management consistently overpays for acquisitions. Watch the gap between reporting unit fair value and carrying amount — when fair value exceeds carrying amount by less than 10-20%, a small decline in business performance could trigger a write-down. For finite-lived intangibles, examine useful life assumptions across customer relationships, technology, and trade names; aggressive estimates inflate near-term earnings. Compare total intangibles-to-total-assets ratios against peers to assess acquisition dependency. Rising goodwill as a percentage of equity can signal balance sheet fragility.